Confidentiality and Inventions. The Executive agrees: a. To keep secret all confidential matters of the Company and its subsidiaries and affiliates and not to disclose them to anyone outside the Company or its subsidiaries and affiliates, either during or after his employment with the Company, except with the Company's prior written consent or as required by law; b. To deliver promptly to the Company on termination of employment of the Executive by the Company all memoranda, notes, records, reports and other documents (and all copies thereof) with respect to any such confidential matters and other proprietary information (such as customers lists, suppliers lists, etc.) which the Executive may then possess or have under his control (For purposes of this Section 12, all information which is not publicly available shall be deemed to be confidential and covered by the foregoing provisions); c. He will promptly and fully disclose to the Company or such officer or other agent as may be designated by the Company any and all inventions made or conceived by Executive (whether made solely by Executive or jointly with others) during employment with the Company (i) which are along the line of the business, work or investigations of the Company, or (ii) which result from or are suggested by any work which Executive may do for or on behalf of the Company; and d. He will assist the Company and its nominees during and subsequent to such employment in every proper way (entirely at its or their expense) to obtain for its or their own benefit patents for such inventions in any and all countries; the said inventions, without further consideration other than such salary as from time to time may be paid to him by the Company as compensation for his services in any capacity, shall be and remain the sole and exclusive property of the Company or is nominee whether patented or not; and e. He will keep and maintain adequate and current written records of all such inventions, in the form of but not necessarily limited to notes, sketches, drawings, or reports relating thereto, which records shall be and remain the property of and available to the Company at all times. f. Promptly upon termination of his employment, he will disclose to the Company, or to such officer or other agent as may be designated by the Company, all inventions which have been partly or wholly conceived, invented or developed by him during employment with the Company (i) which are along the line of the business, work or investigations of the Company, or (ii) which result from or are suggested by any work which Executive may do for or on behalf of the Company for which applications for patents have not been made and will thereafter execute all such instruments of the character hereinbefore referred to, and will take such steps as may be necessary to secure and assign to the Company the exclusive rights in and to such inventions and any patents that may be issued thereon any expense therefor to be borne by the Company. g. He will not at any time aid in attacking the patentability, scope, or validity of any invention to which the provisions of subparagraphs (c) through (f), above, apply.
Appears in 1 contract
Confidentiality and Inventions. The Executive agrees:
a. (a) To keep secret all confidential matters of the Company and its subsidiaries and affiliates and not to disclose them to anyone outside the Company or its subsidiaries and affiliates, either during or after his employment with the Company, except with the Company's prior written consent or as required by law;
b. (b) To deliver promptly to the Company on termination of employment of the Executive by the Company all memoranda, notes, records, reports and other documents (and all copies thereof) with respect to any such confidential matters and other proprietary information (such as customers lists, suppliers lists, etc.) which the Executive may then possess or have under his control (For purposes of this Section 12, all information which is not publicly available shall be deemed to be confidential and covered by the foregoing provisions);
c. (c) He will promptly and fully disclose to the Company or such officer or other agent as may be designated by the Company any and all inventions made or conceived by Executive (whether made solely by Executive or jointly with others) during employment with the Company (i) which are along the line of the business, work or investigations of the Company, or (ii) which result from or are suggested by any work which Executive may do for or on behalf of the Company; and
d. (d) He will assist the Company and its nominees during and subsequent to such employment in every proper way (entirely at its or their expense) to obtain for its or their own benefit patents for such inventions in any and all countries; the said inventions, without further consideration other than such salary as from time to time may be paid to him by the Company as compensation for his services in any capacity, shall be and remain the sole and exclusive property of the Company or is nominee whether patented or not; and
e. (e) He will keep and maintain adequate and current written records of all such inventions, in the form of but not necessarily limited to notes, sketches, drawings, or reports relating thereto, which records shall be and remain the property of and available to the Company at all times.
f. (f) Promptly upon termination of his employment, he will disclose to the Company, or to such officer or other agent as may be designated by the Company, all inventions which have been partly or wholly conceived, invented or developed by him during employment with the Company (i) which are along the line of the business, work or investigations of the Company, or (ii) which result from or are suggested by any work which Executive may do for or on behalf of the Company for which applications for patents have not been made and will thereafter execute all such instruments of the character hereinbefore referred to, and will take such steps as may be necessary to secure and assign to the Company the exclusive rights in and to such inventions and any patents that may be issued thereon any expense therefor to be borne by the Company.
g. (g) He will not at any time aid in attacking the patentability, scope, or validity of any invention to which the provisions of subparagraphs (c) through (f), above, apply. In the event that (i) Executive institutes any legal action to enforce his rights under, or to recover damages for breach of this agreement, or (ii) the Company institutes any action to avoid making any payments due to Executive under this agreement, Executive, if he is the prevailing party, shall be entitled to recover from the Company any actual expenses for attorney's fees and other disbursements incurred by him in relation thereto.
Appears in 1 contract
Confidentiality and Inventions. The Executive agrees:
a. To keep secret all confidential matters of the Company and its subsidiaries and affiliates and not to disclose them to anyone outside the Company or its subsidiaries and affiliates, either during or after his employment with the Company, except with the Company's prior written consent or as required by law;
b. To deliver promptly to the Company on termination of employment of the Executive by the Company all memoranda, notes, records, reports and other documents (and all copies thereof) with respect to any such confidential matters and other proprietary information (such as customers lists, suppliers lists, etc.) which the Executive may then possess or have under his control (For purposes of this Section 12, all information which is not publicly available shall be deemed to be confidential and covered by the foregoing provisions);
c. He will promptly and fully disclose to the Company or such officer or other agent as may be designated by the Company any and all inventions made or conceived by Executive (whether made solely by Executive or jointly with others) during employment with the Company (i) which are along the line of the business, work or investigations of the Company, or (ii) which result from or are suggested by any work which Executive may do for or on behalf of the Company; and
d. He will assist the Company and its nominees during and subsequent to such employment in every proper way (entirely at its or their expense) to obtain for its or their own benefit patents for such inventions in any and all countries; the said inventions, without further consideration other than such salary as from time to time may be paid to him by the Company as compensation for his services in any capacity, shall be and remain the sole and exclusive property of the Company or is nominee whether patented or not; and
e. He will keep and maintain adequate and current written records of all such inventions, in the form of but not necessarily limited to notes, sketches, drawings, or reports relating thereto, which records shall be and remain the property of and available to the Company at all times.
f. Promptly upon termination of his employment, he will disclose to the Company, or to such officer or other agent as may be designated by the Company, all inventions which have been partly or wholly conceived, invented or developed by him during employment with the Company (i) which are along the line of the business, work or investigations of the Company, or (ii) which result from or are suggested by any work which Executive may do for or on behalf of the Company for which applications for patents have not been made and will thereafter execute all such instruments of the character hereinbefore referred to, and will take such steps as may be necessary to secure and assign to the Company the exclusive rights in and to such inventions and any patents that may be issued thereon any expense therefor to be borne by the Company.
g. He will not at any time aid in attacking the patentability, scope, or validity of any invention to which the provisions of subparagraphs (c) through (f), above, apply. In the event that (i) Executive institutes any legal action to enforce his rights under, or to recover damages for breach of this agreement, or (ii) the Company institutes any action to avoid making any payments due to Executive under this agreement, Executive, if he is the prevailing party, shall be entitled to recover from the Company any actual expenses for attorney's fees and other disbursements incurred by him in relation thereto.
Appears in 1 contract